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About the Show Babes in Arms

Babes in Arms was not only a typical "Come on kids, let's put on a show" musical, but perhaps the first of its kind. The idea for it emerged while Rodgers and Hart were walking in Central Park and noticed some creative children making up their own games. It's plot was slight and far fetched but the Rodgers and Hart score produced more American Standard songs than any other show by the songwriting team.

The story finds a troupe of Depression era vaudeville performers who are unable to get work deciding to light out for the territories in an attempt to make some kind of living, leaving behind,as unlikely as it might seem, even for show biz types, their kids to fend for themselves. The youngsters decide to resist an attempt to send them to a work-farm by putting on a show of their own to raise money for a local youth center. Nothing much comes of it until a deus ex machina in the form of a French transatlantic aviator crash-landing his plane in their midst generates enough publicity to make the kids' show a hit.

Babes in Arms tried out in Boston and then opened in New York at the Shubert Theater April 14, 1937. Despite its lack of the de rigueur line of semi-nude show girls to stir up ticket sales, it ran for the better part of a year (289 performances), closing December 18, 1937. Rodgers and Hart had decided they wanted this show to be all their own so they wrote the book as well as the words and music; and they brought in George Balanchine for the choreography. The cast was restricted to youngsters, many of whom eventually became stars, and included Mitzi Green, Alex Courtney, Alfred Drake, Ray Heatherton, The Nicholas Brothers, Dan Dailey, Robert Rounseville, Grace MacDonald, and Wynn Murray.

The show within the show that the kids put on is a revue, and all but one of the Rodgers and Hart songs are the focal points for its skits. The only exception here is "My Funny Valentine" which is integrated into the main story. Billie, played by Mitzi Green, sings it about her new love "Val," short for "Valentine," played by Ray Heatherton. Richard Rodgers has noted that because he and Hart were so interested in writing songs that helped to develop the story, they went so far as to change the name of one of their characters to Valentine to make the story fit the song . (Musical Stages, p, 181, hard-bound Ed.).

"Where or When" is introduced in Babes in Arms by Mitzi Green and Ray Heatherton whose characters, as a result of falling in love with each other, are suffering from a case of deja vu. They feel as though they have met before but are unable to remember exactly "where or when." This idea is explicated in the
versefor the song that is dropped from most performances. To hear it, listen to the Lena Horne version (below) from the 1948 movie Babes in Arms. (Other versions on this page that include the verse are by Barbara Cook, Tierney Sutton, Mandy Patinkin, Bobby Short, and Sandy Stewart.)

Although "Where or When" was not a hit in the sense

Revivals: There have been no Broadway revivals of Babes
in Arms perhaps because despite the spectacular score, the book is just too slight and too dated; however, there have been two studio albums: one with Mary Martin on Columbia Records, from 1951; and one with Judy Blazer and Judy Kaye from 1989.This production uses the original 1937 orchestrations and therefore provides a rare opportunity to hear the musical portions of the show more or less as originally performed before so many of the songs emerged as standards creating their own indelible impressions. There was also one New York concert revival by City Center Encores! in Feb. 1999, for which there is a cast album. Despite the lack of a Broadway revival, Babes in Arms has been mounted countless times in high school and stock productions using a revised book with a summer theater as the setting and in which the interns put on the show within the show.

The Lorenz Hart Website in its discussion of the revivals of Babes in Arms offers a refutation of the notion that Babes in Arms has never been recreated in its original form because it is "too slight and too dated."

See IBDB for complete show
production dates, complete cast, other credits, songs/sung by, Broadway revivals, etc.

"Where or When" in the Movie Babes in Arms

The Hollywood forces that created the movie version of Babes in Arms (1939, with Judy Garland and Mickey Rooney) got rid of most of the great Rodgers and Hart songs leaving only "Where or When" and the title song of the show. The explanation was given that the plot had changed to such a degree that the songs, some of which would become among the greatest in the history of American popular music, just didn't fit. In other words the producers had thrown out the Babes' music as well as their bath water. Apparently the only reason "Where or When" was kept, and it certainly didn't fit into the history of a teenage couple, was because the song was such a hit that too many moviegoers would be expecting it.

from the 1939 movie version of
Babes in Arms,
featuring Mickey Rooney and Judy Garland with Douglas MacPhail and Betty Jaynes who in the clip are rehearsing "Where or When" for the show within the movie the "Babes" plan to mount. Mickey Rooney, the kid director, wants a more natural performance from his singers , but we only get a snippet of that here from Judy.

For (plot summary, cast, production credits, soundtrack info., etc.) of the 1939 movie Babes in Arms, see IMDB.

"Where or When" is also used in the 1948 movie Words and Music, a mostly fantasy biopic of the lives of the songwriting team of Rodgers and Hart -- in which it is sung by Lena Horne.

Lena Horne sings "Where or When" (including the full
verse) from the soundtrack recording of the movie Words and Music (1948).

Benjamin Schwarz' in his generally positive review, of Ted Gioia's book The Jazz Standards in the November, 2012 Atlantic nevertheless laments Gioia's omission of "Where or When" from his canon of jazz standards -- and then goes on to list the versions of the song that make it canon-worthy:

The finest version of ["Where or When"], and among the earliest—the pared-down recording that Peggy Lee and the Benny Goodman Sextet made in a New York studio on Christmas Eve 1941, barely two weeks after America entered the Second World War—speaks to the quavering uncertainty of that historical moment and remains, for me, the most poignant jazz record ever made. Surely that rendition, along with the versions by Artie Shaw, Clifford Brown, Ella Fitzgerald, Sonny Rollins, Sinatra
with Count Basie [on the album Sinatra at the Sands], and, more recently, the too-often unnoticed Tierney Sutton
[on her album Dancing in the Dark] have earned the song an important place in the jazz repertoire (p, 2).

Allen Forte in his book The American Popular Ballad of the Golden Era asserts that Where or When is probably one of those songs that should never be performed without its verse, a plea that has been pretty much ignored by Sinatra, Ella and others though adhered to by many (See the performances on this page by).

Forte contends that the verse is not only lyrically a prelude to the refrain but musically is crucially related to it. He concludes his multipage analysis of the song's music with the following:

These features, which connect the verse to the
refrain, support the thesis that the verse of a Richard Rodgers ballad may often be a "serious" and even, from the motivic standpoint, an explicit preparation for the refrain. This is in contrast to the procedure whereby the verse may be more or less recitative like accompanied patter, possibly even ironic in character, and have little to do wit the musical-textual substance of the refrain (Forte, p. 208. hardcover Ed.).

Gary Marmorstein in his biography of Hart gives perhaps the best explication of the theme of "Where or When" while putting it within the context of the show's plot: Val and Billie are the protagonists of the play within the play, Babes in Arms.

The new acquaintances are clearly attracted to each other. Val explains that the field next to his family's house is worthless; his dad bought it because there was a rumor it would be turned into an airfield, but that plan fell through. Facing each other in his family's kitchen, Val and Billie [originally played by Ray Heatherton and Mitzi Green] sing "Where or When." At its simplest, "Where or When" suggests that old feeling of (re-) connecting with someone you've never met before ("We looked at each other in the same way then / But I can't remember where or when"). In nine lines of verse and a mere eleven in the refrain, the song describes the anamnesis--a recalling to mind--in which time is flighty and illusive ("Thought has wings, and lots of things / Are seldom what they seem"), but graspable at moments of overwhelming emotion. The verse sustains the metrical balance of the title with phrases like "things you think" and "dreams you dream," and the emotion is grounded ("The clothes you're wearing are the clothes you wore") in everyday reality. The most eloquent of all déja vu songs, "Where or When" penetrates the daze of new romance--even as experienced by teenagers (Marmorstein, p. 293).

Click here to read the lyrics for "Where or When" as sung by Ella Fitzgerald (Listen to Ella's version in right column). As Ella does not include the verse (which explains the question central central to the lyric ("But who knows where or when!"), we quote it here from The Complete Lyrics Of Lorenz Hart.

When you're awake, the things you think
Come from the dreams you dream.
Thought has wings, and lots of things
Are seldom what they seem.
Sometimes you think you've lived before
All that you live today.
Things you do come back to you,
As though they knew the way.
Oh, the tricks your mind can play.

(Listen to the
verseas sung by Lena Horne above.-- as included on the original cast album for Words and Music,the 1948 biopic of Rodgers and Hart, available from Amazon.)

The complete, authoritative lyrics for "Where or When" can be found in:

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The Cafe Songbook
Record/Video Cabinet:Selected Recordings of

"Where or When"

(All Record/Video Cabinet entries
below
include a music-video
of this page's featured song.
The year given is for when the studio
track was originally laid down
or when the live performance was given.)

Notes: The Newman/Heatherton recording above was made on March 12, 1937 more than a month before Babes in Arms (the show for which it was written) opened on Broadway on April 14. It was not unusual for songs from a show to be recorded by a cast member or members (Heatherton and Mitzi Green introduced "Where or When" in the show) before the show opened for the purpose of advance publicity.

Notes: Although the Newman/Heatherton version of "Where or When" above was the first to appear as a recording it was not the one that made "Where or When" a hit. It was the Bob Allen vocal accompanied by the Hal Kemp Orchestra that caught the public's attention enabling it to reach number one on the charts on May 15, 1937. The degree to which the song was unknown before the Kemp/Allen recording appeared is attested to in the above live performance by the emcee who himself thinks the song's "bewildered" title is "Where and When." The Kemp recording remained a hit for sixteen weeks and it was during this period that the song began appearing on the very popular radio show Your Hit Parade where it was heard eight times beginning on July 10. It eventually reached second place on that show. We don't, however, remember "Where or When" because of this recording or because it was a hit at all. We remember it, and artists continue to record and perform it, because it has become an Americanstandardsong. The credit for this belongs less to the two early relatively undistinguished recordings above and more to the myriad of performances that followed, many of which tapped into the genius that Rodgers and Hart imbued "Where or When" with enabling it to be eternally reborn in American music as is clearly demonstrated below. Not all or even most standards were originally boffo hits and by no means do all hits or anything close to all become standards dying out after their initial surge of popularity. "Where or When" however did begin its life after its birth on Broadway as a hit and then continued on with no end in sight.

Notes: The Goodman Trio (Benny on clarinet, Gene Krupa on drums and Teddy Wilson on piano recorded "Where or When" October 29, 1937 after the Newman/Heatherton and Kemp/Allen recordings. It is important not so much because it was another early recording that reinforced the song's status as a hit but because it moved "Where or When" out of the category of pop hit into that of jazz song, indeed it was a precursor to the Goodman/Lee performance just below, which is crucial to initiating "Where or When" as a jazz vocal as well as starting it off on its path to becoming astandard.

Notes: The recording on the video above is the original 78 rpm monaural version. The CD is available in a digital remaster.
The "38 tracks [on the album] chronicle Peggy Lee's first recordings of her long and productive career, and chart her musical evolution, from rather timid, run-of-the-mill band singer to sophisticated and confident performer. Her first records, like "Elmer's Tune," reveal a pretty voice, but with little trace of the character and charisma that was to surface in later sessions. (Goodman and his trio recorded an instrumental version of "Where or When" in 1937 (See above.).

"These standard vocal refrains are buoyed by Benny Goodman's exciting aggregation and Mel Powell's ebullient arrangements. Rhythmically in sync with the powerful band, Lee finds her footing in songs like "That Did it, Marie." Increasingly relaxed, she handles the unrelenting tempos beautifully, and by "Sunny Side of the Street" and "Why Don't You Do Right," her blues-infused interpretations are pointing the way to a style that would later make her the queen of hip." For insight into this recording's role as a jazz song, see the Benjamin Schwarz commentary in the Cafe Songbook Critic's Corner, this page.

Notes: The Amazon link above gives a wide range of Haymes anthology albums most of which include the track on the video above. in the version included on The Complete Capitol Collection, a mid-fifties set of recordings, Haymes includes the
verse, for "Where or When," which is not often heard.(Please complete or pause one
video before starting another.)

Notes: "Where or When" by Artie Shaw is listed in the University of Arizona Inventory of the Artie Shaw Collection as follows: "Score and parts; AS #755; arranger: Artie Shaw and Richard Breach, dated September 9, 1950, recorded September 14, 1950 . . . from the Decca Records album # DL 74462." All Shaw recordings of "Where or When" found by us are all the same track and so we are assuming correlate to the above U of A entry.(Please complete or pause one
video before starting another.)

Notes: Originally on the album Clifford Brown with Strings, Brown is accompanied by the Max Roach Quintet (Clifford Brown (trumpet); Neal Hefti (arranger, conductor); Richie Powell (piano); Barry Galbraith (guitar); George Morrow (bass); Max Roach (drums) -- Recorded in New York City from January 18-20, 1955. The Amazon link above shows the original album, Clifford Brown with Strings, plus other anthologies including the same track.(Please complete or pause one
video before starting another.)

Notes: "Where or When" like all the other songs in this Song Book was conducted and arranged by Buddy Bregman, and originally appeared on the 1956 volume of this album.

"Volume One of the RODGERS AND HART SONGBOOK was one of Ella Fitzgerald's most artistically and commercially successful albums, so obviously a sequel was called for. You'd be forgiven for expecting lukewarm leftovers, but given the range and depth of Richard Rodgers and Lorenz Hart's catalogue, it's not entirely surprising that THE RODGERS AND HART SONGBOOK VOLUME TWO [1957] is even better than the original. "\

Volume 1 of Duets "brings together a dozen tracks originally issued on three different long players in 1956: Two By Two: Music of Rodgers and Hart, and volumes one and two of Two part Inventions in Jazz. Braff's cornet is excellently recorded; every nuance in his playing, from bright to reflective, is audible. Larkins' piano style is a full keyboard stride that, like Braff's cornet work, hearkens back to earlier players like Fats Waller, Teddy Wilson, Earl Hines, James P. Johnson, Mel Powell, and Jess Stacey. The pairing of these two makes for some of the best jazz in the duo format that you're likely to run across. Strong versions of 'Where or When,' 'In a Mountain Greenery,' 'Love for Sale,' 'Blue Moon,' and 'I Married an Angel' make this one a must-have for the collection." ~ Cub Koda at CDUniverse.com

The two players include the music behind the
verse, Larkins playing it solo before Braff comes in on the
refrain.

The Duets albums (volumes 1 and 2) have been remastered and issued separately on CD as well as together on The Complete Duets. All three can be viewed at the Amazon link above.(Please complete or pause one
video before starting another.)

Notes: The arrangements on the 1958 album Only the Lonely are by Nelson Riddle although Felix Slatkin did the conducting. Bill Miller, Frank's long time accompanist, is at the piano on "Where or When."

John Sprung in a Stereo Times Article writes of the Riddle arrangement:
"Although this song is a perennial of the Sinatra live repertoire, he usually does it in a jazzy, up-tempo beat which I have always thought missed the point behind this beautiful Rogers & Hart song. No, this song was not originally recorded as part of Only the Lonely, but it would have fit. Indeed, was included on the CD version of Lonely as a bonus track, which would be yet another reason to purchase that special album. Recorded less than three months after work on that LP had been completed, it features a spare Nelson Riddle arrangement, and is done as a ballad. For most of the song, all you hear is Bill Miller’s understated piano. And then, rising like the swell of a wave, are the lush sound of violins accompanying the “and so it seems that we have met before…” closing sequence. Sinatra obviously loved this song, and, as mentioned before, performed it in a finger-snapping up-tempo manner, unnecessarily adding the word “once” before almost every use of the word “before.” This “addition” both detracts from the smoothness with which the lyrics meld with the music and distracts at least this listener. “Where or When” has been recorded by many people, but I think you will agree that this version not only stands above any of the others Sinatra has done, but is in a league of its own. By 1958, Sinatra’s voice had darkened just enough to take the sound of boyish innocence out of his sound, but without sacrificing any of his range, breath control, or power. This is Sinatra at his peak."

On Sinatra at the Sands, Frank is accompanied by Count Basie and his orchestra. The band is conducted by Quincy Jones who did the arrangements. The album was recorded live at the Copa Room of the Sands Hotel and Casino in Las Vegas.(Please complete or pause one
video before starting another.)

Notes: CD Universe describes Short as "a sultan of the supper club, the boss of the upper-crust bistros. . .an agile, witty pianist and a droll, debonair interpreter of the Great American Songbook as defined, here, by Richard Rogers and Lorenz Hart. Recorded in 1975, this collection includes such Rogers & Hart classics as 'Bewitched' 'Isn't It Romantic,' 'My Romance,' [and twenty-two other Rodgers and Hart classics], all of which are presented with class and elegance."
Short is accompanied on the album by Beverly Peer on Bass and Richard Sheridan on Drums and Percussion. Recorded at Atlantic Recording Studios, New York City.

Notes: Sonny Rollins made one studio recording of "Where or When" and according to the Sonny Rollins Discography it was recorded in New York City in July & August, 1993 with Rollins (tenor sax) Tommy Flanagan (piano) Bob Cranshaw (electric bass) and Jack DeJohnette (drums). Anoter Rollins version of the song can be found on the 2006 album Without A Song The 9/11 Concert.

This version of "Where or When along with the other tracks on the album was "recorded [live]on September 15th, 2001, WITHOUT A SONG is a live recording by jazz icon Sonny Rollins, observing the World Trade Center disaster that occurred just four days prior to the concert. Rollins was one of the few musicians from jazz's golden age still performing with a sense of vitality, and that is especially clear on this recording, which is imbued with the gravity appropriate to the aforementioned tragedy.
"Yet the proceedings are never overwhelmed by pathos or grief. Instead, Rollins and his five-piece ensemble offer spirited takes on the standards 'Where or When' and a 'A Nightingale Sang in Berkeley Square,' and Rollins's own Latin-inflected "Global Warming." The wit, range, and dexterity that made the saxophonist's name are in evidence throughout, making WITHOUT A SONG a fine showcase for his talents and a testament to the uplifting power of music in the face of dark times" fromCDUniverse.com.

Notes: "Mandy Patinkin, who can wring the greatest drama or the most manic comedy out of a theater song, used only his most tender interpretive talents for his third album, Experiment. As usual, the selections came almost exclusively from Broadway shows (the exception, Harry Chapin's 'Taxi,' was a classic story-song), and one-third of them were by Stephen Sondheim. They dated back to the 1920s (Irving Berlin's 'Always') and up to the '80s (Claude-Michel Schönberg and Herbert Kretzmer's 'I Dreamed a Dream' and 'Bring Him Home' from Les Miserables), but Patinkin brought a consistency to them by singing gently in his trembling, innocent tenor, starting with 'As Time Goes By' (complete with its rarely sung introductory verse) and ending with Cole Porter's 'Experiment.' The album was in a sense one long suite or, given the brevity of many of the selections, one long medley, the songs often segueing seamlessly into each other. The album seemed designed to answer Patinkin's critics, who had found his previous recordings melodramatic and hysterical. He was reined in on the ironically titled 'Experiment,' but even if this was Mandy Patinkin Lite, it was appealing." ~ William Ruhlmann at CDUniverse.com(Please complete or pause one
video before starting another.)

Notes: "This isn't Sutton's tribute to Sinatra, although all the material here was recorded and made famous by him. Instead, it's her working through the nooks and crannies of his songbook, and bringing things out and putting her own particular polish on them. It could be something with strings, such as "What'll I Do?" or the intimacy of "I'll Be Around," which is as much a plea as a reassurance and resignation. Her version of "I Think of You," whose melody comes originally from Rachmaninov, is gloriously subtle, the emotion as softly drawn out as the syllables. "I Could Have Told You" offers comfort and a shoulder to cry on, a gentle embrace that's almost a whisper in Sutton's hands. The music here is at its best when the orchestra keeps away -- they simply become overkill, the too-sweet icing on an already-delicious cake. Perhaps her biggest test, though, comes at the end of the album, tackling "Fly Me to the Moon," followed by a medley of "Last Dance" and "Dancing in the Dark," taking on some of Sinatra's most famous pieces. While on the former Sutton doesn't always dig to the absolute heart of the song, the arrangement is stunning, with some outstanding piano from Christian Jacob that frees the songs from its '50s shackles. Sutton does sparkle on the other piece, however, especially "Dancing in the Dark," where the orchestral contributions are kept to a minimum, and the tracks swings in a minimalist fashion, Sutton's voice imbued with the magic of the night. The album might have been inspired by Sinatra, but in her own way, Sutton has gone beyond her inspiration." ~ Chris Nickson at CDUniverse.com.

The creator of the above video, 2amuse1, has merged two Barbara Cook versions of "Where or When" that she made half a century apart, 1959 and 2008. (See just below.) The merger has been done astonishingly well and it can be no accident that 2amuse1 chose to join two versions of "Where or When," the lyric for which is itself a meditation on the tricks time and one's mind can play in life. Hart writes,

. . . lots of things
Are seldom what they seem.
Sometimes you think you;'ve lived before
All that you live today.
Things you do come back to you,
As though they knew the way.
Oh, the tricks your mind can play.

According to one comment on the duet's YouTube page, she recorded the 2009 version while listening to the 1959 recording.

Notes: "Sings From the Heart contained a pun in its title, since Cook was singing the lyrics of Lorenz Hart, set to the melodies of Richard Rodgers, songs taken from the team's shows of the 1920s, '30s, and '40s. The singer made excellent choices, including standards like 'My Funny Valentine' and 'Glad to Be Unhappy,' along with lesser-known selections such as 'You Have Cast Your Shadow on the Sea' and 'Ship Without a Sail.' Her warm, delicate voice was well-suited to these romantic ballads, though she did not yet sing with the degree of feeling she would possess in later years. (The great exception was "He Was Too Good to Me," sung with all the plaintive emotion the lyric demanded). Orchestrator/conductor Arthur Harris gave her supportive, unobtrusive musical settings that kept the spotlight on that wonderful voice. Cook made a point of singing the introductory verses to the songs (usually dropped by pop singers), which lent them greater context and meaning. The album gave fans previously forced to listen to isolated examples of Cook's talent on cast albums the opportunity to have a full collection of her work, and it demonstrated that her belated stage success was well deserved." ~ William Ruhlmann at CDUniverse.com.

Ruhlmann also reviews the 2008 album Rainbow 'Round My Shoulder as follows: "Barbara Cook turns to a new musical director in Lee Musiker on Rainbow 'Round My Shoulder, and he gives her some jazzy arrangements, notably in the Dixieland flavor of the leadoff song, the Al Jolson standard "There's a Rainbow 'Round My Shoulder," and the Matty Malneck composition 'Love Is Good for Anything That Ails You.' But he is equally effective on the plaintive ballads that emphasize his own piano work, such as Peter Allen's 'Harbour.' As the composer names already mentioned suggest, the album does not have a specific theme or apparent unifying concept, and in fact attempts to bring together songs from very different eras and styles. Thus, Rodgers & Hart ('Where or When'), George and Ira Gershwin ('He Loves and She Loves'), and Burton Lane and E.Y. Harburg ('Old Devil Moon') rub shoulders with Allen, John Bucchino, and Stephen Sondheim, not always harmoniously. The lyricists from the 1920s, '30s, and '40s concern themselves with light romantic verse even when being melancholy, while their successors of more recent decades have weightier and more complicated considerations on their minds. . . . ."(Please complete or pause one
video before starting another.)